<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994.
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
----------- -----------
Commission File Number 1-5492-1
--------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Nashua Corporation Employees' Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Nashua Corporation
44 Franklin Street
Nashua, New Hampshire 03060
<PAGE> 2
NASHUA CORPORATION
- ------------------
EMPLOYEES' SAVINGS PLAN
- -----------------------
FINANCIAL STATEMENTS
- --------------------
DECEMBER 31, 1994 AND 1993
- ---------------------------
<PAGE> 3
<TABLE>
NASHUA CORPORATION
------------------
EMPLOYEES' SAVINGS PLAN
-----------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
<CAPTION>
PAGES
-----
<S> <C>
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Plan Benefits
(with Fund Information) as of December 31, 1994 and 1993 2-3
Statement of Changes in Net Assets Available for
Plan Benefits (with Fund Information)
for the Years Ended December 31, 1994 and 1993 4-5
Notes to Financial Statements 6-10
<FN>
Supplementary Information: *
* Schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
June 30, 1995
To the Participants and Administrator of the
Nashua Corporation Employees' Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Nashua Corporation Employees' Savings Plan (the "Plan") at
December 31, 1994 and 1993 and the changes in net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As discussed in Note 4 to the financials statements, the Plan maintains an
investment in a guaranteed investment contract issued by a financially troubled
insurance company for which a proposed rehabilitation plan is pending subject
to judicial and regulatory approval. While the rehabilitation proceedings are
still pending, the ultimate realization of the Plan's investment in the
guaranteed investment contract and the collectibility of the interest thereon
cannot be presently determined. Accordingly, no provision for estimated losses
is reflected in the accompanying financial statements.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The fund
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
<PAGE> 5
<TABLE>
NASHUA CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)
DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY
FUND FUND FUND FUND FUND FUND
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $21,470,787 $ - $ - $ - $ - $ -
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - 5,486,006 - - - -
MUTUAL FUNDS - - 4,373,943 9,961,536 2,196,982 2,497,119
EMPLOYEE CONTRIBUTIONS RECEIVABLE 142,951 5,046 42,219 98,481 21,787 31,239
EMPLOYER CONTRIBUTIONS RECEIVABLE 10,603 79,958 7,862 16,152 3,410 6,701
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $21,624,341 $ 5,571,010 $ 4,424,024 $10,076,169 $ 2,222,179 $ 2,535,059
=========== =========== =========== =========== =========== ===========
<CAPTION>
INTER- GOV'T
ASSET PACIFIC MEDIATE MONEY
MANAGER EUROPE BASIN BOND MARKET LOAN
FUND FUND FUND FUND FUND FUND TOTAL
--------- --------- ---------- -------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $ - $ - $ - $ - $ - $ - $ 21,470,787
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - - - - - - 5,486,006
MUTUAL FUNDS 667,490 599,123 1,075,135 58,952 1,440,948 - 22,871,228
EMPLOYEE CONTRIBUTIONS RECEIVABLE 8,875 5,952 11,882 1,557 10,445 - 380,434
EMPLOYER CONTRIBUTIONS RECEIVABLE 2,153 2,048 3,192 518 1,940 - 134,537
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - - - 2,170,276 2,170,276
--------- --------- ---------- -------- ---------- --------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 678,518 $ 607,123 $1,090,209 $61,027 $1,453,333 $2,170,276 $ 52,513,268
========= ========= ========== ======= ========== ========== =============
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 2 -
<PAGE> 6
<TABLE>
NASHUA CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND INFORMATION)
DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY
FUND FUND FUND FUND FUND FUND
----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $23,101,156 $ - $ - $ - $ - $ -
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - 7,194,638 - - - -
MUTUAL FUNDS - - 3,976,148 9,931,160 2,121,219 2,488,107
EMPLOYEE CONTRIBUTIONS RECEIVABLE 203,192 2,390 37,635 109,166 23,132 34,983
EMPLOYER CONTRIBUTIONS RECEIVABLE 12,022 102,289 6,846 17,335 3,271 7,614
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - - - -
----------- ---------- ---------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $23,316,370 $7,299,317 $4,020,629 $10,057,661 $2,147,622 $2,530,704
=========== ========== ========== =========== ========== ==========
<CAPTION>
INTER- GOV'T
ASSET PACIFIC MEDIATE MONEY
MANAGER EUROPE BASIN BOND MARKET LOAN
FUND FUND FUND FUND FUND FUND TOTAL
---------- ---------- ----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
GUARANTEED INVESTMENT CONTRACT FUND,
AT CONTRACT VALUE $ - $ - $ - $ - $ - $ - $23,101,156
INVESTMENTS AT FAIR VALUE:
NASHUA COMMON STOCK FUND - - - - - - 7,194,638
MUTUAL FUNDS 612,242 320,938 802,418 27,313 208,286 - 20,487,831
EMPLOYEE CONTRIBUTIONS RECEIVABLE 2,931 2,343 6,660 487 4,236 - 427,155
EMPLOYER CONTRIBUTIONS RECEIVABLE 1,434 731 1,650 65 812 - 154,069
PARTICIPANT LOANS RECEIVABLE, AT FAIR
VALUE - - - - - 1,563,913 1,563,913
---------- ---------- ----------- --------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 616,607 $ 324,012 $ 810,728 $ 27,865 $ 213,334 $1,563,913 $52,928,762
========== ========== =========== ========= ========== ========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 3 -
<PAGE> 7
<TABLE>
NASHUA CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND
INFORMATION)
YEAR ENDED DECEMBER 31, 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH ASSET
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY MANAGER
FUND FUND FUND FUND FUND FUND FUND
----------- ----------- ----------- ------------ ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 1,983,714 $ 57,707 $ 490,666 $ 1,341,030 $ 285,904 $ 412,333 237,350
EMPLOYER CONTRIBUTIONS 135,294 1,067,079 95,157 205,334 44,432 88,843 31,005
INVESTMENT INCOME 1,345,675 - 329,088 389,252 210,099 101,994 25,004
NET APPRECIATION OF INVESTMENTS - - - - - -
LOAN REPAYMENTS 293,541 2,159 43,521 150,901 25,588 29,968 8,429
LOAN INTEREST 60,954 1,380 14,122 41,648 7,883 8,960 2,132
----------- ----------- ----------- ------------ ---------- ---------- ---------
3,819,178 1,128,325 972,554 2,128,165 573,906 642,098 303,920
----------- ----------- ----------- ------------ ---------- ---------- ---------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS 2,443,755 485,546 648,977 672,290 207,215 208,990 150,464
NET DEPRECIATION OF INVESTMENTS 1,487,383 268,576 606,368 203,629 158,788 74,210
LOAN WITHDRAWALS 760,391 6,708 121,366 392,440 70,181 64,469 11,328
PLAN TRANSFER (NOTE 6) 451,069 182,085 204,107 605,623 127,282 172,213 19,160
ADMINISTRATIVE EXPENSES 7,097 3,782 755 2,720 492 470 132
----------- ----------- ----------- ------------ ---------- ---------- ---------
3,662,312 2,165,504 1,243,781 2,279,441 608,799 604,930 255,294
----------- ----------- ----------- ------------ ---------- ---------- ---------
INCREASE (DECREASE) IN NET
ASSETS DURING THE YEAR 156,866 (1,037,179) (271,227) (151,276) (34,893) 37,168 48,626
NET TRANSFERS BETWEEN FUNDS (1,848,895) (691,128) 674,622 169,784 109,450 (32,813) 13,285
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR 23,316,370 7,299,317 4,020,629 10,057,661 2,147,622 2,530,704 616,607
----------- ----------- ----------- ------------ ---------- ---------- ---------
END OF YEAR $21,624,341 $ 5,571,010 $ 4,424,024 $10,076,169 $2,222,179 $2,535,059 $ 678,518
=========== =========== =========== =========== ========== ========== =========
<CAPTION>
INTER- GOV'T
PACIFIC MEDIATE MONEY
EUROPE BASIN BOND MARKET LOAN
FUND FUND FUND FUND FUND TOTAL
---------- ----------- --------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 78,035 $ 135,910 $ 10,812 $ 93,865 $ - $ 5,127,326
EMPLOYER CONTRIBUTIONS 21,002 34,543 3,353 19,198 - 1,745,240
INVESTMENT INCOME 8,020 117,974 2,037 40,082 - 2,569,225
NET APPRECIATION OF INVESTMENTS 12,194 - - - - 12,194
LOAN REPAYMENTS 7,123 7,059 1,820 4,573 (574,682) -
LOAN INTEREST 2,086 1,708 12 688 - 141,573
---------- ---------- --------- ----------- ----------- -------------
128,460 297,194 18,034 158,406 (574,682) 9,595,558
---------- ---------- --------- ----------- ----------- -------------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS 10,244 27,040 1,884 38,188 108,312 5,002,905
NET DEPRECIATION OF INVESTMENTS - 172,032 2,409 - - 2,973,395
LOAN WITHDRAWALS 13,498 23,818 - 10,301 (1,474,500) -
PLAN TRANSFER (NOTE 6) 25,599 59,892 1,027 (14,289) 185,143 2,018,911
ADMINISTRATIVE EXPENSES 116 127 10 140 - 15,841
---------- ---------- --------- ----------- ----------- -------------
49,457 282,909 5,330 34,340 (1,181,045) 10,011,052
---------- ---------- --------- ----------- ----------- -------------
INCREASE (DECREASE) IN NET
ASSETS DURING THE YEAR 79,003 14,285 12,704 124,066 606,363 (415,494)
NET TRANSFERS BETWEEN FUNDS 204,108 265,196 20,458 1,115,933 - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR 324,012 810,728 27,865 213,334 1,563,913 52,928,762
---------- ---------- --------- ----------- ----------- -------------
END OF YEAR $ 607,123 $1,090,209 $ 61,027 $ 1,453,333 $ 2,170,276 $52,513,268
========== ========== ========= =========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 4 -
<PAGE> 8
<TABLE>
NASHUA CORPORATION
EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (WITH FUND
INFORMATION)
YEAR ENDED DECEMBER 31, 1993
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED NASHUA
INVESTMENT COMMON EQUITY- GROWTH ASSET
CONTRACT STOCK PURITAN MAGELLAN INCOME COMPANY MANAGER
FUND FUND FUND FUND FUND FUND FUND
----------- ----------- ---------- ----------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 2,435,187 $ 21,924 $ 519,614 $ 1,465,892 $ 369,352 $ 466,379 $ 37,588
EMPLOYER CONTRIBUTIONS 129,070 1,233,136 88,279 153,075 38,703 90,407 6,726
INVESTMENT INCOME 1,588,148 91,767 448,390 883,101 73,613 226,748 20,120
NET APPRECIATION OF INVESTMENTS - - 153,795 871,639 261,855 83,158 10,646
LOAN REPAYMENTS 155,889 475 26,001 80,227 17,792 20,317 557
LOAN INTEREST 60,612 963 10,092 27,494 5,949 6,620 159
----------- ----------- ---------- ----------- ---------- ----------- --------
4,368,906 1,348,265 1,246,171 3,481,428 767,264 893,629 75,796
----------- ----------- ---------- ----------- ---------- ----------- --------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS 944,057 367,739 75,905 424,849 49,705 47,616 -
NET DEPRECIATION OF INVESTMENTS - 196,601 - - - - -
LOAN WITHDRAWALS 358,320 62 72,272 135,355 61,107 21,693 -
PLAN TRANSFER 20,876 9,774 2,611 8,652 956 81 -
ADMINISTRATIVE EXPENSES 5,222 801 667 2,917 510 305 -
----------- ----------- ---------- ----------- ---------- ----------- --------
1,328,475 574,977 151,455 571,773 112,278 69,695 -
----------- ----------- ---------- ----------- ---------- ----------- --------
INCREASE IN NET ASSETS
DURING THE YEAR 3,040,431 773,288 1,094,716 2,909,655 654,986 823,934 75,796
NET TRANSFERS BETWEEN FUNDS (553,105) (1,746,951) 463,688 471,013 95,622 (92,068) 540,811
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR 20,829,044 8,272,980 2,462,225 6,676,993 1,397,014 1,798,838 -
----------- ----------- ---------- ----------- ---------- ----------- --------
END OF YEAR $23,316,370 $ 7,299,317 $4,020,629 $10,057,661 $2,147,622 $ 2,530,704 $616,607
=========== =========== ========== =========== ========== =========== ========
<CAPTION>
INTER- GOV'T
PACIFIC MEDIATE MONEY
EUROPE BASIN BOND MARKET LOAN
FUND FUND FUND FUND FUND TOTAL
----------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
SOURCES OF NET ASSETS:
EMPLOYEE CONTRIBUTIONS $ 14,131 $ 53,331 $ 18,458 $ 106,894 $ - $ 5,508,750
EMPLOYER CONTRIBUTIONS 3,593 7,476 141 9,293 - 1,759,899
INVESTMENT INCOME 1,540 13,216 1,487 6,268 - 3,354,398
NET APPRECIATION OF INVESTMENTS 32,827 95,063 - - - 1,508,983
LOAN REPAYMENTS 540 133 - 1,754 (303,685) -
LOAN INTEREST 700 52 - 106 - 112,747
----------- ----------- ---------- ----------- ---------- -----------
53,331 169,271 20,086 124,315 (303,685) 12,244,777
----------- ----------- ---------- ----------- ---------- -----------
APPLICATIONS OF NET ASSETS:
PLAN WITHDRAWALS - - - 13,055 39,844 1,962,770
NET DEPRECIATION OF INVESTMENTS - - 728 - - 197,329
LOAN WITHDRAWALS - - - 2,691 (651,500)
PLAN TRANSFER - - - 184 - 43,134
ADMINISTRATIVE EXPENSES - - - 23 - 10,445
----------- ----------- ---------- ----------- ---------- -----------
- - 728 15,953 (611,656) 2,213,678
----------- ----------- ---------- ----------- ---------- -----------
INCREASE IN NET ASSETS
DURING THE YEAR 53,331 169,271 19,358 108,362 307,971 10,031,099
NET TRANSFERS BETWEEN FUNDS 270,681 641,457 8,507 (99,655) - -
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
BEGINNING OF YEAR - - - 204,627 1,255,942 42,897,663
----------- ----------- ---------- ----------- ---------- -----------
END OF YEAR $ 324,012 $ 810,728 $ 27,865 $ 213,334 $1,563,913 $52,928,762
=========== =========== ========== =========== ========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
- 5 -
<PAGE> 9
NASHUA CORPORATION
------------------
EMPLOYEES' SAVINGS PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Nashua Corporation Employees' Savings Plan
("the Plan") are presented on the accrual basis of accounting.
Asset Maintenance
- -----------------
Fidelity Management Trust Company is the Plan trustee ("the Trustee"). Assets
of the Plan are invested, at the election of the participants, in up to nine
Fidelity Investments' mutual funds (Fidelity Magellan Fund, Fidelity Puritan
Fund, Fidelity Equity- Income Fund, Fidelity Growth Company Fund, Fidelity
Pacific Basin Fund, Fidelity Europe Fund, Fidelity Asset Manager, Fidelity
Intermediate Bond Fund, or Fidelity Retirement Government Money Market Fund), a
Guaranteed Investment Contract Fund managed by the Trustee, or the Nashua
Common Stock Fund. The Europe Fund, Pacific Basin Fund, Intermediate Bond
Fund, and Asset Manager were new investment options effective July 15, 1993.
Effective August 1, 1993, the Plan's investment in Nashua Corporation common
stock was converted into a unitized stock fund.
The Plan's assets are commingled with assets of the Nashua Corporation Savings
Plan for Specified Hourly Employees in a participant- directed master trust
arrangement. The Plan's participation in the net assets of the master trust is
recorded based on individual Plan participants' account balances. Investment
income and expenses for each investment option are allocated to the individual
participant account balances based on the prorata beginning account balances
less withdrawals and loans made to participants.
Investment Valuation
- --------------------
Common shares of Nashua Corporation ("the Company") held in the Plan are valued
at closing sales prices supplied by a pricing service. The cost of Nashua
common stock is determined on an average cost basis. The Plan's guaranteed
investment contracts are valued at contract value. Contract value represents
contributions made under the contracts, plus interest earned, less funds used
to pay withdrawals and expenses. The Plan's mutual fund accounts are valued at
the respective funds' closing net asset values.
Contributions
- -------------
The Plan has certain established criteria for eligibility. All contributions
are immediately 100% vested.
401(k) Plan contributions - Employees may make a basic contribution of up to
15% of their earnings to the Plan. The Company contributes an amount equal to
50% of up to 6% of the employees' contributed earnings. Contributions are
subject to certain limitations. Employees can direct their contributions and
the Company matching contribution into any of the investment funds available
for their contributions. Employees' contributions into the Nashua Common Stock
Fund are limited to 25% of their account balance.
Voluntary Plan contributions - Employees may elect to contribute from 1% to 10%
of their annual earnings to the Plan on an after-tax basis.
-6-
<PAGE> 10
Withdrawals and Loans
- ---------------------
Plan participants may withdraw part or all of their account balances subject to
certain restrictions stipulated by current Internal Revenue Service
regulations. The Plan also provides for optional forms of withdrawal at the
time of retirement. Plan participants may borrow against individual Plan
balances subject to Plan and current Internal Revenue Service regulations.
Interest on the loans is payable at 2% above the prime rate. Loans are payable
within 5 years from the date of withdrawal unless the amount was withdrawn to
purchase a primary residence, in which case the term of the loan is 20 years.
At December 31, 1994 and 1993, there were 598 and 378 loans outstanding
totalling $2,170,276 and $1,563,913, respectively.
Expenses
- --------
Trustee administrative fees, audit and other expenses are paid directly by the
Company and, accordingly, such items are not reflected in the financial
statements of the Plan. Fees for participant loans are paid by the Plan and
are reflected in the accompanying financial statements as administrative
expenses.
Investment Income
- -----------------
Income from investments is recorded as earned on an accrual basis.
Federal Income Tax Status
- -------------------------
The Company was advised by the U.S. Treasury Department on October 25, 1994
that the Plan is qualified under Section 401 of the Internal Revenue Code ("the
Code") and is therefore exempt from federal income taxes. The Plan has
subsequently been amended. A new determination letter has not yet been
requested. Management believes that the Plan, as amended, and its operations,
have been and continue to be in accordance with all applicable provisions of
the Code and the Employee Retirement Income Security Act of 1974 ("ERISA").
NOTE 2 - GENERAL DESCRIPTION OF THE PLAN
- ----------------------------------------
The following brief description of the Plan is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
1. GENERAL - The Plan is a defined contribution plan covering all eligible
employees. It is subject to the provisions of ERISA.
2. INVESTMENT FUNDS - Employees' contributions and, Company contributions
can be invested in guaranteed investment contracts and/or mutual funds
at the election of the participants. Employees can direct up to 25% of
their contributions into the Nashua Common Stock Fund.
3. TERMINATION - The Plan is administered by the Nashua Pension Committee,
which is composed of officers of the Company. The Company anticipates
and believes that the Plan will continue without interruption, but
reserves the right to discontinue the Plan. In the event that such
discontinuance results in the termination of the Plan, the Plan provides
that net assets shall be allocated among the participants and
beneficiaries in the order provided for by ERISA.
-7-
<PAGE> 11
<TABLE>
NOTE 3 - INVESTMENTS
- --------------------
The Plan's Mutual Fund investments at fair value are summarized as follows:
<CAPTION>
December 31,
-----------------------------------
1994 1993
----------- -----------
<S> <C> <C>
Nashua Common Stock Fund $ 5,486,006 $ 7,194,638
Fidelity Puritan Fund 4,373,943 3,976,148
Fidelity Magellan Fund 9,961,536 9,931,160
Fidelity Equity-Income Fund 2,196,982 2,121,219
Fidelity Growth Company Fund 2,497,119 2,488,107
Fidelity Asset Manager 667,490 612,242
Fidelity Europe Fund 599,123 320,938
Fidelity Pacific Basin Fund 1,075,135 802,418
Fidelity Intermediate Bond Fund 58,952 27,313
Fidelity Retirement Government
Money Market Fund 1,440,948 208,286
----------- -----------
$28,357,234 $27,682,469
=========== ===========
</TABLE>
<TABLE>
NOTE 4 - GUARANTEED INVESTMENT CONTRACT FUND
- --------------------------------------------
The Plan's investment in the Guaranteed Investment Contract Fund consists of the following:
<CAPTION>
December 31,
-----------------------------------
1994 1993
----------- -----------
<S> <C> <C>
State Mutual Life Assurance Company
5.48% Due 1/1/98 - 5/3/99 $ 2,102,350 $ -
Life of Virginia
8.32% Due 12/31/95 - 3/31/97 5,615,493 5,085,652
Aetna Life Insurance Company
6.78% Due 6/30/95 992,627 4,068,459
Lincoln National Life Insurance Company
6.28% Due 12/31/96 2,250,872 2,077,284
Provident Life & Accident Insurance Company
6.14% Due 1/29/99 2,263,667 2,092,065
Pacific Mutual Life Insurance Company
5.30% Due 3/30/99 - 6/30/99 2,001,629 -
People's Security Life
5.52% Due 2/28/00 2,101,735 -
People's Security Life
5.41% Due 2/28/00 700,578 -
Confederation Life Insurance Company
8.77% Due 1/3/95 3,005,923 3,184,188
Fidelity U. S. Government Reserve Fund - 6,593,508
Fidelity Institutional Money Market Fund 435,913 -
----------- -----------
$21,470,787 $23,101,156
=========== ===========
</TABLE>
On August 12, 1994, Canadian regulators seized control of Confederation Life
Insurance Company. As a result, the value of the Plan's investment in that
carrier's contract has been frozen until regulators finalize a rehabilitation
plan. Interest accrual ceased on August 12, 1994. While the rehabilitation
proceedings are still pending, realization of the Plan's investment thereon
cannot be presently determined. Accordingly, no provision for any loss that
may result upon final resolution of these matters has been made in the
accompanying financial statements.
-8-
<PAGE> 12
<TABLE>
NOTE 5 - SAVINGS PLANS MASTER TRUST
- -----------------------------------
The assets of the Plan have been commingled with assets of another Company
savings plan in the Nashua Corporation Savings Plans Master Trust ("the Master
Trust"). The Plan administrator adjusted the financial data as confirmed on
a cash basis by the Trustee to the accrual basis on which the information shown
below is prepared. The effect of converting to the accrual basis was to record
accrued employer and employee contributions receivable. The Plan owned
approximately 99.8% and 97.9% of the Master Trust at December 31, 1994 and
1993, respectively.
<CAPTION>
December 31,
---------------------------------
1994 1993
----------- -----------
<S> <C> <C>
Statement of Net Assets
Available for Plan Benefits:
Guaranteed Investment Contracts, at
Contract Value $21,533,934 $23,619,548
Nashua Common Stock Fund,
at Fair Value 5,499,016 7,400,889
Mutual Funds, at Fair Value 22,912,974 20,801,964
Employee Contributions Receivable 383,267 455,661
Employer Contributions Receivable 135,626 164,494
Participant Loans Receivable, at Fair Value 2,173,276 1,614,261
----------- -----------
Net Assets Available for Plan Benefits $52,638,093 $54,056,817
=========== ===========
<CAPTION>
Year Ended December 31,
---------------------------------
1994 1993
----------- -----------
Statement of Changes in Net Assets
Available for Plan Benefits:
Sources of Net Assets:
Employee Contributions $ 5,271,617 $ 5,800,957
Employer Contributions 1,797,983 1,871,318
Investment Income 2,608,247 3,413,427
Net Appreciation of Investments 25,762 1,526,740
Loan Interest 145,301 115,273
----------- -----------
9,848,910 12,727,715
----------- -----------
Applications of Net Assets:
Plan Withdrawals 5,037,619 2,025,091
Net Depreciation of Investment 2,979,570 200,601
Administrative Expenses 17,134 10,812
Plan Transfer 3,233,311 -
----------- -----------
11,267,634 2,236,504
----------- -----------
Increase(Decrease) in Net Assets During the Year $(1,418,724) $10,491,211
=========== ===========
</TABLE>
The Master Trust purchased 55,800 and 41,648 common shares of Nashua
Corporation at a total cost of $1,414,510 and $1,162,503 during 1994 and 1993,
respectively. The Master Trust received $1,483,342 and $2,010,267 from the
sale of 53,762 and 74,078 common shares of Nashua Corporation during 1994 and
1993, respectively.
-9-
<PAGE> 13
NOTE 6 - PLAN TRANSFER
- ----------------------
On May 25, 1994 the Company's Santa Clara facility was sold. The participants
of the Plan who were employees of the Santa Clara facility were transferred
into a plan established by the buyer. The transfer occurred during the third
quarter of 1994 and resulted in a plan transfer of $2,018,911.
NOTE 7 - IMPLEMENTATION OF STATEMENT OF POSITION 94-4
- -----------------------------------------------------
In September 1994, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 94-4 "Reporting of Investment Contracts
Held by Health and Welfare Benefit Plans and Defined Contribution Pension
Plans" (the "SOP") which amends the AICPA Audit and Accounting Guide - Audits
of Employee Benefit Plans. The SOP is effective for financial statements for
years beginning after December 15, 1994, except that the application of the SOP
to investment contracts entered into before December 31,1993, is delayed to
years beginning after December 15, 1995. The SOP requires defined contribution
plans to report investment contracts with fully benefit-responsive features, as
defined in the SOP, at contract value and other investment contracts at fair
value. Management does not believe the implementation of the SOP will have a
material effect on the financial statements.
-10-
<PAGE> 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Nashua Corporation of our report dated June 30, 1995
relating to the financial statements of the Nashua Corporation Employees'
Savings Plan for the year ended December 31, 1994 included with this Form 11-K.
We also consent to the incorporation by reference in the Registration Statement
on Form S-8 of Nashua Corporation of our report dated June 30, 1995 relating to
the financial statements of the Nashua Corporation Savings Plan for Specified
Hourly Employees for the year ended December 31, 1994 included with this Form
11-K.
PRICE WATERHOUSE LLP
July 13, 1995
<PAGE> 15
SIGNATURE
NASHUA CORPORATION EMPLOYEES' SAVINGS PLAN. Pursuant to the requirements of
the Securities Act of 1934, the Plan Committee has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
NASHUA CORPORATION EMPLOYEES'
SAVINGS PLAN
Date: July 17, 1995 By /s/ Paul Buffum
------------------------------------
Paul Buffum
Nashua Corporation Employees'
Savings Plan Committee
